UNITED STATES DISTRICT COURT EASTERN DISTRICT OF …

1 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF NEW YORK PRECISION ASSOCIATES, INC., et al., Plaintiffs, v. PANALPINA WORLD TRANSPORT (HOLDING) LTD., et al. Defendants. CASE NO. 08-CV-00042 (JG)(PK) DECLARATION OF W. JOSEPH BRUCKNER IN SUPPORT OF MOTION FOR (1) PRELIMINARY APPROVAL OF SETTLEMENT WITH THE DHL DEFENDANTS; AND (2) CONDITIONAL CERTIFICATION OF SETTLEMENT CLASS I, W. Joseph Bruckner, declare and state as follows: 1. I am a Partner of the law firm of Lockridge Grindal Nauen This COURT has appointed me and my firm as Interim Co-Lead Counsel for Plaintiffs and the Plaintiff Class in this litigation.

2 I submit this Declaration in support of Plaintiffs Motion For (1) Preliminary Approval of Settlement with the DHL Defendants; and (2) Conditional Certification of Settlement Class filed simultaneously herewith. 2. I respectfully submit this declaration in support of Plaintiffs Motion to (a) preliminarily approve a settlement reached with Defendants Deutsche Post AG; Danzas Corporation (d/b/a DHL Global Forwarding); DHL Express (USA) Inc.; DHL Global Forwarding Japan ; DHL Japan Inc.

3 ; Exel Global Logistics, Inc.; Air Express International USA, Inc.; and their subsidiaries, affiliates and predecessors (collectively DHL or Settling Defendants ); and (b) to conditionally certify the Settlement Class. Case 1:08-cv-00042-JG-PK Document 1341 Filed 12/22/15 Page 1 of 6 PageID #: 24159 2 3. On behalf of Plaintiffs, other Co-Lead Counsel and I personally conducted settlement negotiations with counsel for DHL over the course of several years and on many occasions. Our negotiations included separate mediation sessions with two different third-party mediators.

4 The parties first met for mediation in December 2013. The parties scheduled another mediation for December 4, 2014, but cancelled it because their settlement positions were so far apart. Eventually, the parties met on July 2, 2015, for a second mediation. Although we did not settle at that time, counsel continued to discuss settlement, and the parties finally signed a memorandum of understanding in October 2015. The Plaintiffs and DHL recently signed the current proposed settlement agreement. 4. As counsel for Plaintiffs we discussed settlement with DHL during 2010, but were far from agreement.

5 Our disagreements with DHL over several issues limited our progress. Those issues included whether Plaintiffs and the class were injured by DHL s conduct and, if so, the amount of that injury, and the extent and effect of DHL s cooperation with Plaintiffs under the Antitrust Criminal Penalty Enhancement Reform 5. We met with DHL s counsel and a nationally prominent mediator, Antonio Piazza, in San Francisco on December 16, 2013. Mr. Piazza has assisted counsel with other settlements in this case. Nevertheless, we could not reach agreement with DHL at that time, and our respective settlement positions remained far apart at the end of this mediation.

6 6. In July 2014, we met again in San Francisco with Anthony Piazza, DHL, and the Japanese Defendants to mediate the Japanese or Severed We reached agreements in 1 Antitrust Criminal Penalty Enhancement Reform Act of 2004 ( ACPERA ), Pub. L. No. 108-237, 213, et seq., 118 Stat. 661, 666 (2004), as amended by Pub. L. 111-190, 124 Stat. 1275, codified as amended at 15 1 note. 2 The Japanese or Severed claims were specific claims in Plaintiffs Corrected Third Amended Complaint involving the Japanese Defendants and price-fixing on shipping routes Case 1:08-cv-00042-JG-PK Document 1341 Filed 12/22/15 Page 2 of 6 PageID #: 24160 3 principle to settle the Severed Claims in July 2015.

7 Plaintiffs and DHL signed an agreement on October 24, 2014 to settle the Severed Claims (the Japanese Claim Settlement ), and the COURT has given final approval to that settlement. Memorandum and Order at 7, 14 (ECF No. 1330, November 10, 2015). The Japanese Claim Settlement is separate from the present proposed settlement agreement since they involve different claims and different co-defendants. 7. We scheduled another mediation with Mr. Piazza for December 4, 2014 for the remaining Non-Severed Claims. 3 However, due to the lack of progress at that time, Plaintiffs decided not to go forward with this mediation.

8 Accordingly, in November 2014, the parties cancelled the scheduled mediation, and over the following several months proceeded with depositions and other discovery of DHL and the other remaining defendant. 8. After further litigation, discovery, and work with Plaintiffs economists, Plaintiffs and DHL agreed to mediate in New York City with Kenneth Feinberg, a prominent and experienced mediator, on July 2, 2015. While the parties did not reach any agreement at that time, we continued to discuss settlement. 9. Three months after the mediation with Mr.

9 Feinberg, on October 14, 2015, we and DHL executed a memorandum of understanding on the essentials of settlement, to be followed by a full written agreement. However, it took further time to agree on all the terms for a full between Japan and the US. These claims are the 2002 Japanese Fuel Surcharge Agreement (Second Claim), the 2004 Japanese Customs Air Automated Manifest System Charge Agreement originating in Japan ( Japanese Air AMS ) (Fourth Claim), the 2006 Security and Explosives Examination Agreement (Seventh Claim), and the overarching Japanese Regional Conspiracy (Eleventh Claim), which incorporates the three surcharge conspiracies.

10 By the COURT s order these claims were partially severed from the other claims in the case. 3 The "non-severed" claims include the 2001 Security Surcharge Agreement (1st Claim); 2002 New Export System Fee Agreement (3rd Claim); 2005 Currency Adjustment Factor Agreement (5th Claim); Peak Season Rate Increase Agreements (6th Claim); 2004 Customs Air "AMS" Charge Agreement (8th Claim); Customs Ocean "AMS" Agreement (9th Claim); and the Global Agreement (10th Claim). Generally, the Non-Severed Claims relate to shipping routes that touch on the US and Europe or Southeast Asia. Case 1:08-cv-00042-JG-PK Document 1341 Filed 12/22/15 Page 3 of 6 PageID #: 24161 4 written agreement.